CHAPTER INTERNATIONAL BUSINESS COMPANIES ACT

Transcription

1 SAINT LUCIA CHAPTER INTERNATIONAL BUSINESS COMPANIES ACT Revised Edition Showing the law as at 31 December 2008 This is a revised edition of the law, prepared by the Law Revision Commissioner under the authority of the Revised Edition of the Laws Act. This edition contains a consolidation of the following laws INTERNATIONAL BUSINESS COMPANIES ACT Act 40 of in force 26 January 2000 (S.I.5/2000) Amended by Act 14 of in force 19 September 2002 Amended by Act 29 of in force 12 January 2004 Amended by Act 43 of in force 27 November 2006 INTERNATIONAL BUSINESS COMPANIES REGULATIONS Section 124 Statutory Instrument 29/2000 in force 19 February 2000 Amended by S.I. 72/2000 in force 1 April 2000 Amended by S.I. 38/2001 in force 9 February 2000 Amended by S.I. 110/2001 in force 27 October 2001 Amended by S.I.125/2006 in force 24 July 2006

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3 Laws of Saint Lucia International Business Companies Act Cap CHAPTER INTERNATIONAL BUSINESS COMPANIES ACT ARRANGEMENT OF SECTIONS Section PART 1 7 SHORT TITLE AND INTERPRETATION 7 1. Short title Interpretation... 7 PART 2 12 REGISTRATION AND CONSTITUTION OF COMPANIES Business purposes Application for Registration Registration Certificate of incorporation Memorandum Articles Amendment of memorandum or articles Name Annual fee Prohibitions Penalty... 20A 14. Powers... 20A 15. Validity of acts of company Personal liability...22 PART 3 22 CAPITAL AND DIVIDENDS Consideration for shares Kind of consideration for shares Amount of consideration for shares Fractional shares Authorised capital in several currencies Capital and surplus accounts Dividend of shares Increase or reduction of authorised capital Division and combination Nature of shares...26

4 4 Cap International Business Companies Act Laws of Saint Lucia 27. Share certificates Share register Rectification of share register Transfer of registered shares Transfer of registered shares of deceased, incompetent or bankrupt Seizure Acquisition of own shares Treasury shares disabled Increase or reduction of capital Dividends Appreciation of assets...34 PART 4 34 REGISTERED OFFICE AND REGISTERED AGENT Registered office Registered agent Resignation of registered agent Change of registered office or registered agent... 34A PART 5 36 DIRECTORS, OFFICERS, AGENTS AND LIQUIDATORS Management by directors Election, term and removal of directors... 36A 44. Number of directors... 36B 45. Powers of directors... 36B 46. Emoluments of directors... 36B 47. Committees of directors... 36B 48. Meetings of directors Notice of meetings of directors Quorum for meetings of directors Consents of directors Alternates for directors Officers and agents Standard of care Reliance on records and reports Conflicts of interest Indemnification Insurance...42 PART 6 42 PROTECTION OF MEMBERS AND CREDITORS Meetings of members Notice of meetings of members Quorum for meetings of members Voting by members Consents of members Service of notice on members Service of process Books, records and common seal Inspection of books and records Contracts generally...46

5 Laws of Saint Lucia International Business Companies Act Cap Contracts before incorporation Contracts for payments or transfer Notes and bills of exchange Power of attorney Authentication or attestation Company without members...50 PART 7 50 MERGER, CONSOLIDATION, SALE OF ASSETS, FORCED REDEMPTIONS, ARRANGEMENTS AND DISSENTERS Interpretation for purposes of Part Merger or consolidation Merger with subsidiary Effect of merger or consolidation Merger or consolidation with foreign company Disposition of assets Redemption of minority shares Arrangements Rights of dissenters...61 PART 8 64 CONTINUATION Continuation Provisional registration Certificate of continuation Effect of continuation Continuation under foreign law...69 PART 9 70 WINDING-UP, DISSOLUTION AND STRIKING-OFF Compulsory winding-up and dissolution Voluntary winding-up, and dissolution Powers of directors Appointment and duties of liquidator Powers of liquidator Procedure Rescission Winding-up and dissolution for unpaid claims Winding-up and dissolution by Court Receivers and managers Striking-off Restoration to Register Effect of striking-off Appointment of official liquidator Dissolution of company struck-off...81 PART FEES AND PENALTIES Fees to be prescribed Penalties Recovery of fees...83

6 6 Cap International Business Companies Act Laws of Saint Lucia 107. Liability of fees No action pending payment...84 PART INCOME TAX AND OTHER TAXES, DUTIES AND EXCHANGE CONTROL RESTRICTIONS Exemption from income tax and other taxes Exemption for dividends and distributions Books and records Exemption from exchange controls Tax concessions...86 PART MISCELLANEOUS Employment of Registrar Form of certificate Certificate of good standing Inspection Filed memorandum and articles Optional registration of registers Charging of assets and registration of the charge and mortgage Jurisdiction... 90A 122. Declaration by Court... 90A 123. Judge in Chambers... 90A 124. Regulations... 90A

7 Laws of Saint Lucia International Business Companies Act Cap CHAPTER INTERNATIONAL BUSINESS COMPANIES ACT (Acts 40 of 1999, 14 of 2002, 29 of 2003 and 43 of 2006) AN ACT to make provision for the incorporation, regulation and operation of international business companies and related matters. Commencement [26 January 2000] PART 1 SHORT TITLE AND INTERPRETATION 1. SHORT TITLE This Act may be cited as the International Business Companies Act. 2. INTERPRETATION (1) In this Act agent means agent of an international business company; articles unless the context otherwise requires means the articles of association of a company incorporated under this Act; articles of merger means the articles of merger executed under section 77(5); authorised capital of a company means the sum of the aggregrate par value of all shares with par value which the company is authorised by its memorandum to issue, plus the amount if any, stated in its memorandum as authorised capital to be represented by shares without par value which the company is authorised by its memorandum to issue; (Substituted by Act 14 of 2002) capital of a company means the sum expressed in dollars of the aggregate par value of all outstanding shares with par value of the company and shares with par value held by the company as treasury shares plus

8 8 Cap International Business Companies Act Laws of Saint Lucia the aggregate of the amounts designated as capital of all outstanding shares without par value of the company, and shares without par value held by the company as treasury shares; and the amounts as are transferred from surplus to capital by a resolution of the directors; certified translation means a translation into English language by a person approved to do so by the Minister responsible for foreign affairs; certificate of continuation means a certificate of continuation issued under Part 8; company means a body corporate however and wherever incorporated; continued unless the context requires otherwise, means, continued within the context of Part 8; Court means the High Court; director means director of an international business company; incorporated cell means an international business company linked to an incorporated cell company; incorporated cell company means an international business company created for the purpose of doing business using incorporated cells; international business company means a company incorporated under this Act; International Financial and World Investment Centre Limited or "IFWIC means the company incorporated under the Companies Act as company number 195 of 1999; international financial services representation means international financial services representation as defined in the Registered Agent and Trustee Licensing Act; linked means the contractual relationship by which an incorporated cell does business through an incorporated cell company;

9 Laws of Saint Lucia International Business Companies Act Cap liquidator means liquidator of an international business company appointed under section 92; member means a person who holds shares in an international business company; memorandum means the memorandum of association of an international business company; Minister means the Minister responsible for international financial services; officer means officer of an international business company; official liquidator means the official liquidator of a company appointed under section 102; person includes a natural person, a company, a trust, the estate of a deceased person, a partnership, a limited liability or duration company, or an unincorporated association of persons; prescribed unless the context otherwise requires means prescribed in regulations made under section 124; property includes money, movable or immovable property, corporeal or incorporeal property, real or personal property, and an interest in property; Register means the Register of International Business Companies maintained by the Registrar in accordance with section 5(2); registered agent means a person licensed to carry on the business of international financial services representation under the Registered Agent and Trustee Licensing Act; registered office means registered office of an international business company referred to in section 38; Registrar means the Registrar of International Business Companies employed under section 114; resident means a person who ordinarily resides within Saint Lucia or carries on business from an office or other fixed place of business within Saint Lucia but does not mean a company incorporated under this Act; securities means shares, debt obligations, or options, warrants or rights to acquire shares or debt obligations;

10 10 Cap International Business Companies Act Laws of Saint Lucia share certificate means certificate used in respect of the shares of an international business company; surplus in relation to a company, means the excess, if any, at the time of the determination, of the total assets of the company over the sum of its total liabilities, as shown in the books of accounts, plus its capital; treasury shares means shares of a company that were previously issued but were repurchased, redeemed or otherwise acquired by the company and not cancelled. (2) A reference to money in this Act is a reference to the currency of the United States of America. (3) A company that is incorporated under the Companies Act or under the laws of a jurisdiction outside Saint Lucia shall be a company incorporated under this Act if it is continued as a company incorporated under this Act in accordance with Part 8 and references in this Act to a "company incorporated under this Act" shall be construed accordingly. (4) References in this Act to voting in relation to shares, shall be construed as a reference to voting by members holding the shares, except that it is the votes allocated to the shares that shall be counted, and not the number of members who actually voted, and a reference to shares being present at a meeting shall be given a corresponding construction. (5) Unless otherwise defined in the articles of a company incorporated under this Act, the expression "a resolution of directors" means a resolution approved at a duly constituted meeting of directors or of a committee of directors of a company, by affirmative vote of a simple majority or such larger majority as may be specified in the articles, of the directors present at the meeting who voted and did not abstain; or a resolution consented to in writing by an absolute majority, or such larger majority as may be specified in the articles, of all the directors or of all the members of the committee, but, where a director is given more than one vote in any circumstances, the director shall in the circumstances be

11 Laws of Saint Lucia International Business Companies Act Cap counted for the purpose of establishing majorities by the number of votes he or she casts. (6) Unless otherwise defined in the articles of a company incorporated under the Act, the expression "a resolution of members" means a resolution approved at a duly constituted meeting of the members of a company by the affirmative vote of (i) (ii) a simple majority, or such larger majority as may be specified in the articles, of the votes of the shares that were present at the meeting and entitled to vote thereon, and were voted and did not abstain, or a simple majority, or such larger majority as may be specified in the articles of the votes of each class, or series of shares, which were present at the meeting, and entitled to vote thereon, as a class or series and were voted and not abstained and of a simple majority, or such larger majority as may be specified in the articles, of the votes of the remaining shares entitled to vote thereon that were present at the meeting and were voted and not abstained; or a resolution consented to in writing by (i) (ii) an absolute majority, or such larger majority as may be specified in the articles, of the votes of shares entitled to vote thereon, or an absolute majority, or such larger majority as may be specified in the articles, of the votes or series of shares entitled to vote thereon as a class or series and of an absolute majority, or such larger majority as may be specified in the articles, of the votes of the remaining shares entitled to vote thereon. (7) A reference in this Act to international mutual fund business is a reference to international mutual fund business as defined in the International Mutual Funds Act. (8) A reference in this Act to international insurance business is a reference to the international insurance business as defined in the International Insurance Act.

12 12 Cap International Business Companies Act Laws of Saint Lucia (9) A reference in this Act to international banking business is a reference to international banking business as defined in the International Banks Act. (10) A company incorporated under this Act, or a director, shareholder, debenture holder, or any mortgagee or pledgee of the shares or assets thereof shall be exempt from the provisions of the Aliens (Licensing) Act. (11) An incorporated cell is not a subsidiary of its incorporated cell company solely by virtue of the fact of it being an incorporated cell of its incorporated cell company. (Amended by Acts 14 of 2002 and 43 of 2006) PART 2 REGISTRATION AND CONSTITUTION OF COMPANIES 3. BUSINESS PURPOSES (1) Subject to subsection (2), a company may be incorporated under this Act for any purpose not prohibited under this Act or under any other law in force in Saint Lucia. (2) A company shall not be incorporated under this Act to engage in business as an incorporated cell company or an incorporated cell except for the purposes of international insurance business under the International Insurance Act. (Amended by Act 43 of 2006) 4. APPLICATION FOR REGISTRATION A person licensed under the Registered Agent and Trustee Licensing Act as a licensee may singly or jointly with others apply to the Registrar to incorporate and register a company as an international business company by submitting to the Registrar the memorandum and articles of the company. 5. REGISTRATION (1) Where an application is made under section 4 the Registrar shall subject to subsection (3) and, upon payment of the prescribed fee by the person making the application, register the

13 Laws of Saint Lucia International Business Companies Act Cap company as an international business company if the Registrar is satisfied that the requirements of this Act in respect of registration have been complied with; and the registered agent named in the articles as registered agent certifies that the requirements of this Act in respect of registration have been complied with. (2) The Registrar shall retain in either electronic or written form the memorandum and articles submitted to him or her under section 4 and shall register the company as an international business company in a Register to be maintained by the Registrar, and to be known as the Register of International Business Companies. (3) The Registrar shall not incorporate an international business company under this Act for the purpose of engaging in international banking business, international insurance business or international mutual fund business unless its incorporation has been consented to by the Minister. (4) A person who requires the consent of the Minister under subsection (3) shall submit a proposal to that effect to the Minister and the Minister may consent to the incorporation. (5) Nothing done by the Minister under subsection (4) shall preclude the Minister from refusing an application for a licence under the International Banks Act the International Insurance Act or the International Mutual Funds Act. 6. CERTIFICATE OF INCORPORATION (1) Upon the registration of an international business company, the Registrar, shall issue a certificate of incorporation under the Registrar s hand and seal certifying that the international business company is incorporated. (2) Upon the issue by the Registrar of a certificate of incorporation of an international business company, the company is from the date shown on the certificate of incorporation, a body corporate under the name contained in the certificate of incorporation with the full capacity of a person who is sui juris. (3) A certificate of incorporation of an international business company issued by the Registrar is prima facie evidence of

14 14 Cap International Business Companies Act Laws of Saint Lucia compliance by the international business company with all requirements of this Act in respect of incorporation. (4) A member, director or officer of an international business company may order upon payment of the prescribed fee to the Registrar, a duplicate copy of the certificate of incorporation for that international business company and the Registrar shall issue the ordered copy. 7. MEMORANDUM (1) A memorandum shall include the following (c) (d) (e) (f) (g) the name of the international business company; the address within Saint Lucia of the registered agent and registered office of the international business company; the object or purposes for which the international business company is to be incorporated; the currency in which shares in the international business company shall be issued and whether shares may be issued in more than one currency; a statement of the authorised capital of the international business company setting out the aggregrate of the par value of all shares with par value that the international business company is authorised to issue and the amount, if any, to be represented by shares without par value that the international business company is authorised to issue; a statement of the number of classes and series of shares, the number of shares of each such class and series, and the par value of shares with par value and the shares which may be without par value, if that is the case; a statement of the designations, powers, preferences and rights, and the qualifications, or restrictions of each class and series of shares that the international business company is authorised to issue, unless the directors are to be authorised to fix any such designations powers, preferences, rights, qualifications, or restrictions and in that case, an express grant of any authority as may be desired to grant to the directors to fix by a resolution any such designations, powers, preferences, rights,

15 Laws of Saint Lucia International Business Companies Act Cap (h) (i) qualifications, or restrictions that have not been fixed by the memorandum; if a company wishes to engage in business as an incorporated cell company or an incorporated cell, a statement to that effect; and if a company elects to engage in business as an incorporated cell, the name of its incorporated cell company. (Amended by Acts 14 of 2002 and 43 of 2006) (2) For the purposes of subsection (1)(c), if a memorandum contains a statement either alone or with other purposes that the purpose of the international business company is to engage in any act or activity that is not prohibited under any law in force in Saint Lucia, the effect of that statement is to make all acts that are not illegal part of the purposes of the company, subject to any limitations in the memorandum. (3) A memorandum shall be subscribed to by the registered agent named in the memorandum. (4) Where an international business company is registered under section 5 its memorandum binds the international business company and its members to the same extent as if each member had subscribed his or her name and affixed his or her seal thereto and as if there were contained in the memorandum, on the part of himself or herself, his or her heirs, executors and administrators, a covenant to observe the provisions of the memorandum, subject to this Act. 8. ARTICLES (1) Articles shall prescribe regulations for the international business company; and be subscribed to by the registered agent named in the articles. (2) Where an international business company is registered under section 5, the articles bind the international business company and its members to the same extent as if each member had subscribed his or her name and affixed his or her seal thereto and as if there were contained in the articles on the part of

16 16 Cap International Business Companies Act Laws of Saint Lucia himself or herself, his or her heirs, executors and administrators, a covenant to observe the provisions of the articles, subject to this Act. 9. AMENDMENT OF MEMORANDUM OR ARTICLES (1) Subject to any limitations in its memorandum or articles, an international business company may amend its memorandum or articles by a resolution of members, or where permitted by its memorandum or articles or by this Act, by a resolution of directors; amend its memorandum and articles to state that it shall engage in business as an incorporated cell company or an incorporated cell. (2) An international business company that amends its memorandum or articles shall submit a copy of the amendment to the Registrar, accompanied by the prescribed filing fee, and the Registrar must retain and register the copy of the amendment. (3) An amendment to the memorandum or articles has effect from the time the amendment is registered by the Registrar. (4) An international business company that wilfully contravenes subsection (2) is liable to a penalty of $50 for each day or part thereof during which the contravention continues, and a director who knowingly permits the contravention is liable to a like penalty. (Amended by Act 43 of 2006) 10. NAME (1) The word Limited Corporation, Incorporated, Societe Anonyme, or Sociedad Anonima or the abbreviation Ltd, Corp, Inc. or S.A., or the equivalent term in any language must be part of the name of an international business company, and an international business company may use and be legally designated by either the full or the abbreviated form. (1A) Despite subsection (1), the name of an international business company engaged in business as an incorporated cell company

17 Laws of Saint Lucia International Business Companies Act Cap or an incorporated cell shall contain the letters ICC or IC as appropriate. (2) A company shall not be incorporated under this Act under a name that (c) (d) is identical with that under which a company in existence is already incorporated under this Act or registered under the Companies Act or so nearly resembles the name as to be calculated to deceive, except where the company in existence gives its consent; contains the words Assurance, Bank, Building Society, Chamber of Commerce, Chartered, Cooperative, Imperial, Insurance, Municipal, Royal or a word conveying a similar meaning; or other word that, in the opinion of the Registrar, suggests or is calculated to suggest (i) (ii) the patronage of Her Majesty or that of a member of the Royal family, a connection with Her Majesty s Government or a department thereof, or (iii) a connection with a municipality or other local authority or with a society or body incorporated by Royal Charter, except with the approval or, in the approval in writing, of the Registrar; is indecent, offensive or, in the opinion of the Registrar, objectionable. (3) An international business company may amend its memorandum and articles to change its name; shall amend its memorandum and articles to comply with the requirement of section 10(1A) where it amends its memorandum and articles under section 9(1). (4) If an international business company is incorporated under a name that is identical with a name of another international business company in existence or a company registered under the Companies Act; or

18 18 Cap International Business Companies Act Laws of Saint Lucia (5) so nearly resembles the name of another international business company or a company registered under the Companies Act as to be calculated to deceive, the Registrar may without the consent of the international business company or company in existence, give notice to the last registered international business company to change its name and if it fails to do so within 60 days from the date of the notice, the Registrar shall amend the memorandum and articles of the international business company to change its name to a name which the Registrar is satisfied is appropriate, and the Registrar shall publish notice of the change in the Gazette. Subject to subsections (2) and (4), where an international business company changes its name, the Registrar shall enter the new name on the Register in place of the former name, and shall issue a certificate of amendment indicating the change of name and shall cause notice of the change to be published in the Gazette. After the issue of the certificate of amendment under subparagraph the memorandum of the company to which the certificate relates is amended accordingly on the date shown on the certificate. (6) A change of name does not affect any rights or obligations of an international business company, or render defective any legal proceedings by or against a company, and all legal proceedings that have been commenced against the international business company by its former name may be continued against it by its new name. (7) Subject to subsection (2) and payment of the prescribed fee the Registrar may, upon a request made by any person, reserve for up to 30 days a name for future adoption by an international business company under this Act. (8) Where under this Act an international business company is required to lodge with the Registrar any instrument, certificate or document or a certified copy thereof and the same is not written in the English language, but is written in a foreign language, alphabet, or characters, subject to the foregoing provisions of this Act the Registrar will accept the same, provided it is accompanied by a certified translation thereof.

19 Laws of Saint Lucia International Business Companies Act Cap (9) For the purposes of the administration of this Act, the name of an international business company as it appears in the certified translation shall be the name which is registered under this Act, but for all other purposes the international business company shall be deemed to be also registered with the name expressed in the foreign language, alphabet or characters. (10) Despite anything contained in this section, an international business company that is continued under this Act is entitled to be continued with the name it lawfully had before that continuance if there is no other company registered under this Act or the Companies Act in that name. (11) The name of an international business company contained in its memorandum and articles shall end with the words International Business Company or the abbreviation IBC. (Amended by Act 43 of 2006) 11. ANNUAL FEE An international business company shall pay the prescribed annual fee at such times and in such manner as may be prescribed. 12. PROHIBITIONS (1) An international business company shall not (c) (d) (e) (f) carry on business with persons resident in Saint Lucia; own an interest in immovable property situated in Saint Lucia, other than a lease referred to in subsection (2)(e); carry on international banking business unless it is licensed to do so under the law in force in Saint Lucia relating to international financial services; carry on a banking business with a resident whether alone or in conjunction with any other activity, unless it is licensed to do so under the Banking Act; carry on an international insurance business unless it is licensed to do so under the law in force in Saint Lucia relating to international financial services; carry on a shipping business with a resident whether alone or in conjunction with any other activity, unless it has

20 20 Cap International Business Companies Act Laws of Saint Lucia (g) (h) (i) complied with an enactment relating to the carrying on of shipping business; carry on the business of international financial services representation; carry on international mutual funds business unless it is licensed to do so under the law in force in Saint Lucia relating to international financial services; or carry on business in a manner detrimental to the public interest. (2) For the purposes of subsection (1) an international business company shall not be treated as carrying on business with a person resident in Saint Lucia by reason only that (c) (d) (e) (f) (g) (h) it makes or maintains deposits with a person carrying on banking business within Saint Lucia; it makes or maintains professional contact with attorneysat-law, management consultants, accountants, book keepers, trust companies, administration companies, financial and investment advisers or other similar persons carrying on business within Saint Lucia; it prepares or maintains books and records within Saint Lucia; it holds within Saint Lucia meetings of its directors or members; it holds a lease of property in Saint Lucia for its operations; (Amended by Act 14 of 2002) it holds shares, debt obligations or other securities in a company incorporated under this Act or under the Companies Act; shares, debt obligations or other securities in the international business company are owned by any person resident or citizen of Saint Lucia or by a company incorporated under this Act or under the Companies Act; it owns a vessel registered in Saint Lucia in accordance with the Shipping Act; [The next page is page 20A]

21 Laws of Saint Lucia International Business Companies Act Cap A (i) (j) it employs a resident, or leases or purchases property (other than real property) in Saint Lucia in connection with its operations; or a ship or vessel owned by the international business company does business with a resident in the course of its operations. 13. PENALTY Subject to section 99, an international business company that wilfully contravenes section 12 is liable to be struck off the Register and to a penalty of $100 for each day or part thereof during which the contravention continues, and a director who knowingly permits the contravention is liable to a like penalty. 14. POWERS (1) Subject to any limitations in its memorandum or articles, this Act or any other law in force in Saint Lucia, despite any of the provisions of the Companies Act an international business company has the power, irrespective of corporate benefit, to perform all acts and engage in all activities necessary or conducive to the conduct, promotion or attainment of the purposes of the international business company, including the power to do the following (c) issue registered shares; issue the following: (i) (ii) voting shares, non-voting shares, (iii) shares that may have more or less than one vote per share, (iv) shares that may be voted only on certain matters or only upon the occurrence of certain events, or (v) shares that may be voted only when held by persons who meet specified requirements; issue common shares, preferred shares, limited shares or redeemable shares; [The next page is page 20B]

22 20B Cap International Business Companies Act Laws of Saint Lucia (d) (e) (f) issue shares that entitle participation only in certain assets; issue options, warrants or rights or instruments of a similar nature to acquire any securities of the international business company; issue securities that, at the option of the holder thereof or of the international business company or upon the happening of a specified event, are convertible into, or exchangeable for, other securities in the international [The next page is page 21]

23 Laws of Saint Lucia International Business Companies Act Cap (g) (h) (i) (j) (k) business company or any property owned or to be owned by the international business company; purchase, redeem or otherwise acquire and hold its own shares; guarantee a liability or obligation of any person and to secure any of its obligations by mortgage, pledge or other charge, of any of its assets for that purpose; protect the assets of the international business company for the benefit of the international business company, its creditors and its members, and at the discretion of the directors, for any person having a direct or indirect interest in the international business company; issue shares in any one or more currencies; and subject to sections 12 and 38 maintain offices or branches or a presence in any form whatsoever, in any jurisdiction. (2) For the purposes of subsection (1), despite any other provision of this Act, or any other law in force in Saint Lucia or any rule of law to the contrary, the directors may cause the international business company to transfer any of its assets in trust to one or more trustees, or to any person and with respect to the transfer, the directors may provide that the international business company, its creditors, its members, or any person having a direct or indirect interest in the international business company, may be the beneficiaries, creditors, members, certificate holders, partners or holders of any other similar interest. (Amended by Act 14 of 2002) 15. VALIDITY OF ACTS OF COMPANY (1) An act of an international business company or a transfer of property by or to an international business company is not invalid by reason only of the fact that the international business company was without capacity or power to perform the act, or to transfer or receive the property, but the lack of capacity or power may be pleaded in the following cases in proceedings by a member against the international business company to prohibit the performance of any act or the transfer of property by or to the international business company; or

24 22 Cap International Business Companies Act Laws of Saint Lucia in proceedings by the international business company whether acting directly or through a receiver, trustee, or other legal representative, or through members in a derivative action, against the incumbent or former directors of the international business company for loss or damage due to their unauthorised act. (2) For purposes of subsection (1), the Court may set aside and prohibit the performance of the contract if (c) the unauthorised act or transfer sought to be set aside or prohibited is being, or is to be, performed or made under any contract to which the international business company is a party; all the parties to the contract are parties to the proceedings; and it appears fair and reasonable to set aside or prohibit the performance of the contract, and in so doing the Court may, in applying this subsection, award to the international business company or to the other parties to the contract, such compensation as may be reasonable, except that in determining the amount of compensation the court shall not take into account anticipated profits to be derived from the performance of the contract. 16. PERSONAL LIABILITY Subject to section 74, a member, director, officer, agent or liquidator is not liable for any debt, obligation or default of the international business, unless specifically provided in this Act, or in any other law in force in Saint Lucia and except in so far as he or she may be liable for his or her own conduct or acts under general principles of law applicable to the same. PART 3 CAPITAL AND DIVIDENDS 17. CONSIDERATION FOR SHARES A share in an international business company shall not be issued unless the consideration in respect of the share is fully paid and when

25 Laws of Saint Lucia International Business Companies Act Cap issued the share is for all purposes fully paid and non assessable save that a share issued for a promissory note or other written obligation for payment of a debt may be issued subject to forfeiture in the manner prescribed by the directors. 18. KIND OF CONSIDERATION FOR SHARES Subject to limitations in the memorandum or articles, a share in an international business company shall be issued for money, services rendered, personal property (including other shares, debt obligations or other securities in the international business company), an interest in real property located outside of Saint Lucia, a promissory note or other binding obligation to contribute money or property, or any combination of the money or property. 19. AMOUNT OF CONSIDERATION FOR SHARES (1) Subject to any limitations in the memorandum or articles of an international business company, shares in the international business company may be issued for such amount as may be determined by the directors, except that in the case of shares with par value, the amount shall not be less than the par value, and in absence of fraud, the decision of the directors as to the value of the consideration received by the international business company in respect of the issue is conclusive, unless a question of law is involved. (2) A share issued by an international business company upon conversion of, or in exchange for another share or a debt obligation or other security in the international business company, shall be treated for all purposes as having been issued for money equal to the consideration received or deemed to have been received by the international business company in respect of the other share, debt obligation or security. (3) Subject to any limitations in the memorandum or articles, treasury shares may be disposed of by an international business company on such terms and conditions as the directors may determine.

26 24 Cap International Business Companies Act Laws of Saint Lucia 20. FRACTIONAL SHARES Subject to any limitations in its memorandum or articles, an international business company, may issue fractions of a share and unless and to the extent otherwise provided in the memorandum or articles, a fractional share has the corresponding fractional liabilities, preferences, privileges, qualifications, restrictions, rights and other attributes of a whole share of the same class or series of shares. 21. AUTHORISED CAPITAL IN SEVERAL CURRENCIES The authorised capital of an international business company may be stated in more than one currency in which case the par value of shares, if any, shall be expressed in the same currencies. 22. CAPITAL AND SURPLUS ACCOUNTS (1) Upon the issue by an international business company of a share with par value, the consideration in respect of the share constitutes capital to the extent of the par value and the excess constitutes surplus. (2) Subject to any limitations in the memorandum or articles, upon the issue by an international business company of a share without par value, the consideration in respect of the share constitutes capital to the extent designated by the directors and the excess constitutes surplus, except that the directors must designate as capital an amount of the consideration that is at least equal to the amount that the share is entitled to as a preference, if any, in the assets of the international business company upon liquidation of the international business company. (3) Upon the disposition by an international business company of a treasury share, the consideration in respect of the share is added to surplus. 23. DIVIDEND OF SHARES (1) A share issued as a dividend by an international business company shall be treated for all purposes as having been issued for money equal to the surplus that is transferred to capital upon the issue of the share.

27 Laws of Saint Lucia International Business Companies Act Cap (2) In the case of dividend of authorised but unissued shares with par value, an amount equal to the aggregate par value of the shares shall be transferred from surplus to capital at the time of distribution. (3) In the case of a dividend of authorised but unissued shares without par value, the amount designated by the directors shall be transferred from surplus to capital at the time of the distribution, except that the directors must designate as capital an amount that is at least equal to the amount that the shares are entitled to as preference, if any, in the assets of the international business company upon liquidation of the international business company. (4) A division of the issued and outstanding shares of a class, or series of shares, into a larger number of shares of the same class or series, having a proportionally smaller par value, does not constitute a dividend of shares. 24. INCREASE OR REDUCTION OF AUTHORISED CAPITAL (1) Subject to any limitations in its memorandum or articles, an international business company may, by a resolution of directors, amend its memorandum to increase or reduce its authorised capital, and in connection therewith, the international business company may (c) increase or reduce the number of shares which it may issue; increase or reduce the par value of any of its shares; or effect any combination under paragraphs and. (2) Where an international business company reduces its authorised capital under subsection (1), then, for purposes of computing the capital of the international business company, any capital that immediately before the reduction was represented by shares but immediately following the reduction is no longer represented by shares shall be deemed to be capital transferred from surplus to capital. (3) An international business company shall, in writing, inform the Registrar of any increase or decrease of its authorised capital and the Registrar shall record the same in the Register.

28 26 Cap International Business Companies Act Laws of Saint Lucia 25. DIVISION AND COMBINATION (1) An international business company may amend its memorandum to divide the shares, including issued shares, of a class or series into a larger number of shares of the same class or series; or to combine the shares, including issued shares, of a class or series into a smaller number of shares of the same class or series. (2) Where shares are divided or combined under subsection (1), the aggregate par value of the new shares must be equal to the aggregate par value of the original shares. 26. NATURE OF SHARES Shares of an international business company are personal property and are not of the nature of real property. 27. SHARE CERTIFICATES (1) An international business company shall state in its articles whether or not share certificates shall be issued. (2) A share certificate issued by an international business company shall be signed by 2 directors or 2 officers, or by one director and one officer of the international business company; or shall be under the common seal of the international business company, with the signature of any director or officer of the international business company; and the articles may provide for the signatures or common seal to be facsimiles. (3) A share certificate issued in accordance with subsection (2) specifying a share held by a member of an international business company is prima facie evidence of the title of the member to the share specified in the certificate.

29 Laws of Saint Lucia International Business Companies Act Cap (4) Where the right to transfer any shares is restricted a notification to that effect shall be given in the share certificate issued in respect of these shares. 28. SHARE REGISTER (1) An international business company shall keep at its registered office at all times a register to be known as a share register containing (c) (d) the names and addresses of the persons who hold registered shares in the international business company; the number of each class and series of registered shares held by each person; the date on which the name of each person was entered in the share register; the date on which any person ceased to be a member, but an international business company may delete from its share register information relating to persons who are no longer members. (2) A share register may be in any such form as the directors may approve but if it is in magnetic, electronic or other data storage form, the international business company must be able to produce evidence in writing of its contents. (3) The share register shall be kept at the registered office of the international business company from the date of registration of the international business company. (Substituted by Act 14 of 2002) (4) A share register is prima facie evidence of any matter directed or authorised by this Act to be contained in that share register. (5) All shares or fractions of shares issued by an international business company shall be registered in accordance with this section. (6) An international business company that wilfully contravenes this section is liable to a penalty of $500 for each day or part thereof during which the contravention continues, and a director who knowingly permits the contravention is liable to a like penalty.

30 28 Cap International Business Companies Act Laws of Saint Lucia 29. RECTIFICATION OF SHARE REGISTER (1) If information that is required to be entered in the share register under section 28 is entered inaccurately or is omitted; or there is unreasonable delay in entering the information in the share register, a person who is aggrieved by the omission, inaccuracy or delay, may apply to the Court for an order that the share register be rectified and the Court may either grant or refuse the application, with or without costs to be paid by the person making the application, or order the rectification of the share register, and may direct the international business company to pay all costs of the application and any damages sustained by the person making the application. (2) The Court may, in any proceedings under subsection (1), determine any question relating to the right of a person who is a party to the proceedings to have his or her name entered in or omitted from the share register, whether the question arises between two or more members or alleged members; or between members or alleged members and the international business company, and generally the Court may in the proceedings determine any question that may be necessary or expedient to be determined for the rectification of the share register. 30. TRANSFER OF REGISTERED SHARES (1) Subject to any limitations in its memorandum or articles, registered shares of an international business company may be transferred by a written instrument of transfer signed by the transferor and containing the name and address of the transferee. (2) In the absence of a written instrument of transfer mentioned in subsection (1), the directors may accept such evidence of a transfer of shares as they consider appropriate.

31 Laws of Saint Lucia International Business Companies Act Cap (3) An international business company shall not be required to treat a transferee of a registered share in the name of the international business company as a member until the transferee s name has been entered in the share register. (4) Subject to any limitations in its memorandum or articles, an international business company shall, on the application of the transferor or transferee of a registered share in the international business company, enter in its share register the name of the transferee of the share. 31. TRANSFER OF REGISTERED SHARES OF DECEASED, INCOMPETENT OR BANKRUPT (1) A transfer of registered shares of a deceased, incompetent or bankrupt member made by the member s personal representative, guardian or trustee, or a transfer of registered shares owned by a person as a result of a transfer from a member by operation of law, is of the same validity as if the personal representative, guardian, trustee or transferee had been the registered holder of the shares at the time of the execution of the instrument of transfer. (2) For the purposes of subsection (1), what amounts to incompetence on the part of a person is a matter to be determined by the Court after having regard to all the relevant evidence and the circumstances of the case. 32. SEIZURE (1) Where a Government authority, whether it is legally constituted or not, in any jurisdiction outside Saint Lucia by or in connection with a nationalisation, confiscation, coercion, duress, or similar action; or by or in connection with the imposition of any confiscatory tax, assessment or other governmental charge; takes or seizes any shares or other interest in an international business company, the international business company itself or a person holding shares, or any other interest in the international business company, including an interest as a creditor, may apply to the Court for an order that the